In 1961, the Marvelettes released their #1 song “Please Mister Postman.” singing, “Please Mister Postman look and see. Is there a letter oh yeah in your bag for me?” Besides creating a catchy melody, the Marvelettes also, perhaps unwittingly, provided a valuable tip for business owners.
Why do business owners need to keep an eye on their mail? In Washington, per RCW 23B.05.010 corporations “must continually maintain in this state a registered agent.” RCW 25.15.021 imposes a similar requirement on limited liability companies. Often, small business owners personally serve as registered agents for their business entities. What exactly does a registered agent do? According to RCW 23.95.105(35), a registered agent is “authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.” In another words, the registered agent receives both mailed notices related to the business and is the designated individual who may accept service of process if the business becomes involved in litigation. Although these tasks may seem straightforward, business owners fail to pay attention to the registered agent’s role at their peril. While it is hard to miss a process server, important notices related to the business entity, such as the entity’s annual report filing, are delivered to the registered agent in the mail.
According to RCW 23.95.255(7):
The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity’s annual renewal, a notice that the entity’s annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state.
A busy and distracted business owner who serves as a registered agent for their corporation or limited liability company may not pay quite as much attention to the mail as is needed. If the Washington Secretary of State mails the notice related to the requisite annual report to the registered agent, and the business owner doesn’t pay attention to it, that can result in the business entity being administratively dissolved. This act can create havoc for any small business owner. They will need to bring it back through the reinstatement process set forth in RCW 23.95.615. RCW 23.95.615(1) indicates that reinstatement is not possible if the entity has been dissolved for more than five years.
Suppose a registered agent moves? Or decides not to serve as registered agent anymore? In those circumstances, RCW 23.95.430 requires the business to file a Statement of Change.
It’s always a smart strategy for business owners who serve as their own registered agents to, as the Marvelettes astutely advise, pay a little more attention to the mail.
This post is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with an attorney.